Plains All American (NASDAQ: PAA) closes $3.76B Canadian NGL sale
Rhea-AI Filing Summary
Plains All American Pipeline completed the sale of its Canadian natural gas liquids business, Plains Midstream Canada ULC, to Keyera Corp. for approximately CAD $5.13 billion (about USD $3.76 billion). Net cash proceeds of roughly $3.3 billion, after taxes and expenses, will be used to reduce debt, including repayment of commercial paper, a term loan and 4.50% senior notes due December 2026, and for other general partnership purposes.
The company plans to terminate and fully repay its $1.1 billion senior unsecured term loan shortly after closing. Management describes this divestiture as completing Plains’ shift to a pure-play crude oil midstream business, with leverage expected to trend toward the middle of its targeted 3.25 to 3.75x range.
Positive
- Major de‑leveraging event: Net proceeds of approximately $3.3 billion from the Canadian NGL sale are earmarked to reduce debt, including a $1.1 billion term loan and 4.50% notes due December 2026, supporting a leverage target of 3.25 to 3.75x.
Negative
- None.
Insights
Large NGL divestiture provides cash to de‑lever and sharpen crude focus.
Plains All American sold its Canadian NGL business to Keyera for CAD $5.13 billion, generating about $3.3 billion in net cash. Management plans to apply proceeds toward commercial paper, a $1.1 billion term loan and 4.50% notes due December 2026, tightening the balance sheet.
The divestiture removes an entire NGL segment, aligning Plains as a pure-play crude oil midstream operator. Management expects leverage to move toward the midpoint of its targeted 3.25 to 3.75x range, which, if achieved, could support funding flexibility and resilience through commodity cycles.
Future filings will show how quickly leverage metrics approach the stated range and how cash flows from the remaining crude-focused footprint perform after the transaction. The absence of a special distribution, in light of tax considerations, underscores management’s emphasis on balance sheet strength and capital discipline.
8-K Event Classification
Key Figures
Key Terms
transition services agreements financial
Term Loan Agreement financial
discontinued operations financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
–
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 12, 2026, a wholly-owned subsidiary (the “Seller”) of Plains All American Pipeline, L.P. (“PAA” or the “Registrant”), completed the previously announced sale of all of the issued and outstanding shares of Plains Midstream Canada ULC, the PAA subsidiary that owns substantially all of PAA’s natural gas liquids (NGL) business (the “Canadian NGL Business”) to Keyera Corp., an Alberta Corporation (“Keyera”), pursuant to the terms of a definitive Share Purchase Agreement dated as of June 17, 2025 (as amended to date, the “SPA”).
Pursuant to the SPA, Seller received cash consideration of approximately CAD $5.13 billion (approximately USD $3.76 billion), subject to certain post-closing adjustments as defined in the SPA. Net proceeds from the sale of approximately $3.3 billion, after taxes and expenses, will be used to reduce leverage, including repayment of outstanding borrowings under PAA’s commercial paper program, the term loan described in Item 1.02 below and PAA’s 4.50% senior notes due December 2026, and for other general partnership purposes.
In connection with the closing of the sale of the Canadian NGL Business, PAA and Keyera have entered into certain transition services agreements pursuant to which PAA and Keyera will provide certain services to support the transition of the Canadian NGL Business, subject to the terms and conditions set forth therein.
The SPA contains customary representations, warranties and covenants for a representation and warranty insurance transaction and customary termination provisions, as well as mutual indemnification provisions for breaches of certain of the representations, warranties and covenants in the SPA, subject to certain limitations.
The foregoing description of the closing of the sale of the Canadian NGL Business and the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA and each amendment thereto, each of which are exhibits to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On November 26, 2025, PAA entered into a term loan agreement (the “Term Loan Agreement”) by and among PAA, as borrower, PNC Bank, National Association, as administrative agent, and the other lenders party thereto (collectively, the “Lenders”). The Term Loan Agreement provides for a $1.1 billion senior unsecured term loan (the “Term Loan”), which was funded on December 1, 2025. The Term Loan will mature on the two-year anniversary of the closing date of the Term Loan Agreement; however, PAA may at any time prepay amounts outstanding under the Term Loan Agreement, in whole or in part, without premium or penalty. The closing of the sale of the Canadian NGL Business as described in Item 2.01 above triggers mandatory prepayment of all amounts outstanding under the Term Loan Agreement within seven (7) business days of the closing of such sale. Effective May 14, 2026, PAA intends to terminate the Term Loan Agreement and repay all amounts outstanding thereunder.
Item 7.01. Regulation FD Disclosure.
On May 12, 2026, PAA and Plains GP Holdings, L.P. (“PAGP”) issued a press release announcing the closing of the sale of the Canadian NGL Business to Keyera. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, unless expressly incorporated by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The Registrant has omitted the inclusion of any pro forma financial information as the transaction has already been included as discontinued operations within the Registrant’s Condensed Consolidated Financial Statements for the three months ended March 31, 2026 and 2025, included within PAA’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, and within the Registrant’s Consolidated Financial Statements for each of the three years ended December 31, 2025, 2024 and 2023, included within PAA’s Annual Report on Form 10-K for the year ended December 31, 2025.
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(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1 * | Share Purchase Agreement, dated as of June 17, 2025, by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (incorporated by reference to Exhibit 2.1 of the Registrant’s Form 10-Q for the quarter ended June 30, 2025.) | |
| 2.2 * | First Amendment to Share Purchase Agreement, dated as of May 11, 2026, by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K) | |
| 2.3 * | Second Amendment to Share Purchase Agreement, dated as of May 12, 2026, by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K) | |
| 2.4 * | Third Amendment to Share Purchase Agreement, dated as of May 12, 2026, by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K) | |
| 99.1 | Press Release dated May 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain information has been omitted from this exhibit as such omitted information is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PLAINS ALL AMERICAN PIPELINE, L.P. | |
| By: PAA GP LLC, its general partner | |
| By: Plains AAP, L.P., its sole member | |
| By: Plains All American GP LLC, its general partner |
| Date: May 12, 2026 | By: | /s/ Richard K. McGee |
| Name: | Richard K. McGee | |
| Title: | Executive Vice President, General Counsel and Secretary |
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Exhibit 99.1
Plains All American Pipeline and Plains GP Holdings
Announce Completion of Canadian NGL Divestiture
HOUSTON – May 12, 2026 – Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) (collectively, “Plains”) completed the previously announced sale of all of the issued and outstanding shares of Plains Midstream Canada ULC, the PAA subsidiary that owns substantially all of PAA’s natural gas liquids (NGL) business (the “Canadian NGL Business”) to Keyera Corp., an Alberta Corporation (“Keyera”), pursuant to the terms of a definitive Share Purchase Agreement dated as of June 17, 2025 (the “SPA”).
Net cash proceeds from the sale were approximately $3.3 billion (net of purchase price adjustments, taxes and other related costs) and will be used to repay certain outstanding indebtedness and for other general partnership purposes. Post closing, Plains expects its leverage ratio to trend toward the middle of its targeted range of 3.25 to 3.75x. As previously disclosed, Plains does not anticipate paying a special distribution following the closing as the tax liability to unitholders resulting from the NGL divestiture is expected to be mitigated by bonus depreciation from the Cactus III acquisition.
“We are excited to finalize this transaction which completes our transformation to a premier pure play crude oil midstream company. Moving forward, our business should be more durable with less commodity price volatility, and our free cash flow will be supported by reduced maintenance capital and lower corporate taxes. Our remaining crude footprint is highly competitive with integrated assets spanning from Canada to the U.S. Gulf Coast. Our asset portfolio offers customers optionality to reach multiple destinations, including Corpus Christi, which serves as the primary U.S. oil export market. We believe recent geopolitical events enhance the value of existing infrastructure in North America and Plains is well positioned to capture this value and deliver on our commitment of driving efficient growth through capital discipline, maintaining a strong balance sheet and returning capital to unitholders,” said Willie Chiang, Chairman, CEO and President.
Forward-Looking Statements
Except for the historical information contained herein, the matters discussed in this release consist of forward-looking statements including, but not limited to, statements regarding the anticipated operational, financial and strategic benefits resulting from the sale of Plains’ NGL business to Keyera Corp. There are a number of risks and uncertainties that could cause actual results or outcomes to differ materially from results or outcomes anticipated in the forward-looking statements. These risks and uncertainties include, among other things: changes in or disruptions to economic, market or business conditions; substantial declines in commodity prices or demand for crude oil; third-party constraints; legal constraints (including the impact of governmental regulations, orders or policies); and other factors and uncertainties inherent in transactions of the type discussed herein or in our business as discussed in PAA’s and PAGP’s filings with the Securities and Exchange Commission.
About Plains
PAA is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil. PAA owns an extensive network of pipeline gathering and transportation systems, in addition to terminalling, storage, and other infrastructure assets serving key producing basins, transportation corridors and major market hubs and export outlets in the United States and Canada.
PAGP is a publicly traded entity that owns an indirect, non-economic controlling general partner interest in PAA and an indirect limited partner interest in PAA, one of the largest energy infrastructure and logistics companies in North America.
PAA and PAGP are headquartered in Houston, Texas. More information is available at www.plains.com.
Investor Relations Contacts:
Blake Fernandez
Ross Hovde
PlainsIR@plains.com
(866) 809-1291